These General Terms and Conditions of Sale (also referred to as "GTCS"), applicable to all orders placed with SODICA, shall take effect on 21 November 2022. They cancel and replace all previously established General Terms and Conditions of Sale.

 

The purpose of these General Terms and Conditions of Sale is to govern sales between SODICA and its Customers acting within the scope of their business activity and constitute the sole basis for commercial negotiation within the meaning of Article L. 441-3 of the Code de Commerce (French Commercial Code).

Placing an order implies the Customer's unreserved acceptance of and full compliance with these General Terms and Conditions of Sale, which shall prevail over any document from the Customer, unless special terms and conditions are negotiated and validated in advance in writing by SODICA. 

The failure of SODICA to invoke any of these General Terms and Conditions of Sale at any time shall not be construed as a waiver on its part of its right to invoke them at a later date.

 

Prior to any first order, the Customer must open an account with SODICA, either through an online request on the website or by registering the request with SODICA's agents or representatives. The opening of an account is reserved for professionals of the lift, escalator and/or automatic door industry who need to buy spare parts. SODICA may refuse to open an account for any person who does not meet or does not justify this status.

The Customer undertakes to provide all the necessary information at the time of registration, and in particular to transmit a Kbis extract (French Company Registration document) (or a certificate of registration in the trade register or similar of the country of origin for non-French companies) dating back no more than three months. It is the Customer's responsibility to provide accurate and complete information and to ensure that it is updated in the event of subsequent changes.

The opening of a customer account on the website includes the entry of two identifiers: an email address and a password. The Customer's identifiers are personal and must be kept confidential. The Customer shall not disclose them to a third party or transfer them. The Customer shall be responsible for the use of its identifiers, particularly in the event of fraud or misuse thereof. It is the Customer's responsibility to inform SODICA immediately in writing of any use of its identifiers without its knowledge, so that the said identifiers can be disabled.

SODICA reserves the right to close an account, refuse access, remove or edit content in the event of violation by the Customer of applicable laws and regulations and/or these General Terms and Conditions of Sale and/or default of payment or insolvency. In particular, SODICA reserves the right to refuse to open an account or to notify the Customer of the automatic closure of its account, in the event that the information concerning this Customer or the transactions with this Customer prove not to be, or no longer to be, in compliance with the requirements arising from the laws and regulations applicable to SODICA, in particular with regard to the rules of international trade aiming to prohibit the trade of goods or services with certain natural persons or legal entities or entities subject to international economic and/or financial sanctions.

The Customer shall not be entitled to claim any compensation for SODICA's decision not to open this account or to close it without delay.

 

All our representations, and in particular photographs of products, their presentation or their setting, are non-contractual. The technical information contained in our publications is intended solely for business professionals in the lift, escalator and escalator and/or automatic doors industry and the Customer retains full responsibility for defining its needs, adapting the product to its needs and implementing the product ordered from SODICA. Product images and descriptions are provided for information purposes only and do not constitute a commitment on the part of SODICA.

SODICA reserves the right at any time and without notice to delete or modify the models or references in its sales catalogue. In the event of a production stoppage or technological development of a product, any information communicated by SODICA with respect to a subsequent generation product is provided for information purposes only. Insofar as SODICA is only a distributor, it is the Customer's responsibility, with the assistance of any authorised professional of its choice, to check with the manufacturer that the product complies with its project and/or to determine the modernisation solution to be implemented on its equipment.

 

The customer may place an order with SODICA either online, via the website www.sodica.fr or www.sodica.com, or directly. After opening a customer account (see Article 1 of the General Terms and Conditions of Sale) and for any order placed with SODICA, the Customer must identify himself/herself by means of his/her customer account.

Any order made directly by the Customer or transmitted to a representative of SODICA shall be valid only after confirmation is provided in the form of a written document sent to the Customer, by email or any other means of transmission, from SODICA and indicating the terms of the order as accepted by SODICA - it being specified that delivery of the order by SODICA shall also be deemed to be confirmation.

An administration fee is charged for the processing of each order. For orders of €80 or more, the administrative costs of processing are free.

 

Order of less than €80 entered by SODICA team	25 euros excluding tax
Order of less than €80 entered by the customer	10 euros excluding tax

 

SODICA is free to decide not to follow up on orders placed, particularly with regard to (i) the information communicated by the Customer when opening an account, or relating to this Customer, and which may prove to be incomplete, false or misleading, and/or contrary to legal, regulatory or contractual requirements; (ii) the stock of products held by SODICA and, more generally, the availability of the product which is the subject of the order. More generally speaking, no waiver of a contract by SODICA shall constitute a fault and shall not give rise to a right to compensation on the part of the Customer.

Orders transmitted to SODICA are irrevocable for the Customer, unless accepted in writing by SODICA. In the event that SODICA accepts the cancellation of a partially delivered order, the Customer shall be required to pay the amounts of the products already shipped. In the event of acceptance of a change to the order, SODICA shall not be bound by the deadlines initially agreed upon. In the event that the Customer places an order with SODICA without having payment of the previous order(s), SODICA may refuse to honour the order and/or suspend or cancel the orders not yet delivered, without the Customer being able to claim any compensation, for any reason whatsoever.

The benefit of the order is personal to the Customer and may not be transferred without the prior written consent of SODICA.

 

Deliveries shall be made in accordance with current packaging and packing practices. The products ordered shall be sent to the address indicated by the Customer. Depending on the availability of the products, SODICA reserves the right to make partial deliveries. Deliveries to non-EU countries are made DAP (Delivered at place) - Incoterms 2020, ICC Paris.

All lead times on the website or when ordering are provisional and indicative.

Delays in delivery that may occur may not, under any circumstances and for any reason whatsoever, give rise to compensation or justify the cancellation of the order or the refusal of goods by the Customer. 

Shipments shall be made by the carrier chosen by SODICA. Shipping costs are applied to the Customer on a flat rate basis depending on the weight of the package and the final destination of the delivery.

 

Description	France (including Corsica, Monaco, DOM (overseas departments))	European Union	International including Overseas excluding DOM (overseas departments)	Europe and DOM (except European Union)
Packages under 5 kg	15 euros excluding tax	21 euros excluding tax	65 euros excluding tax	22 euros excluding tax
Packages under 10 kg	20 euros excluding tax	33 euros excluding tax	88 euros excluding tax	33 euros excluding tax
Packages under 20 kg	27 euros excluding tax	58 euros excluding tax	142 euros excluding tax	58 euros excluding tax
Packages under 30 kg	30 euros excluding tax	88 euros excluding tax	196 euros excluding tax	88 euros excluding tax
Packages under 50 kg	55 euros excluding tax	148 euros excluding tax	441 euros excluding tax	148 euros excluding tax
Packages under 100 kg	95 euros excluding tax	200 euros excluding tax	933 euros excluding tax	285 euros excluding tax
Packages over 100 kg	150 euros excluding tax	300 euros excluding tax	1060 euros excluding tax	335 euros excluding tax

 

SODICA reserves the right to request an additional contribution to the delivery costs in the event of non-standard sizes or exceptional delivery locations.

The Customer shall check the goods immediately upon receipt. In the event of damage to the goods delivered due to transport or missing products, it is the Customer's responsibility to make explicit reservations on the delivery receipts at the time of delivery, clearly indicating the exact description of the damaged or missing goods/quantities/references. The words "subject to unpacking" on the receipt have no value and cannot be used for a damage claim made after delivery. These reservations must be confirmed to the carrier by registered letter with acknowledgement of receipt within three working days following delivery, with a copy sent to SODICA.

The risks on the sold products will be transferred to the Customer upon signature of the delivery note and/or according to the applicable CCI 2020 Incoterm, notwithstanding the retention of title clause provided for below.

 

Without prejudice to the measures to be taken with regard to the carrier, complaints about apparent defects or the non-conformity of the product delivered with the product ordered or the dispatch note must be made in writing within 72 hours of the arrival of the products. It is up to the Customer to provide any justification as to the reality of the defects or anomalies observed. After this period, no claim will be accepted, regardless of SODICA's failure to comply, and the Customer must pay the full price.

 

As a matter of principle, products delivered that are not defective and which comply with the order will not be returned or exchanged. In the event of a return request due to an apparent defect or non-conformity of the product, the Customer must allow SODICA every opportunity to examine and check the goods. Returns for defective products shall be dealt with in article 10 of these GTCS.

Any return must be subject to a prior request for authorisation from SODICA. A delivered product may be taken back if it meets the following criteria: (i) written acceptance of the return by SODICA (ii) product in new condition returned in its entirety, in its original packaging (iii) over-packaging suitable for transport (iv) return of the product within 15 (fifteen) days following the agreement given by SODICA.

Returns that do not comply with this procedure will be refused and no credit note or refund will be issued.

 If the return is accepted by SODICA due to a defect or non-conformity of the product, SODICA shall bear the cost of returning the product and shall replace the affected product free of charge or reimburse it, to the exclusion of any other compensation. For any other case of return approved by SODICA, and subject to a check that the returned goods are in perfect condition, a credit note for the amount of the returned products shall be issued to the Customer. The transport costs of returning the goods shall be borne by the Customer.

 

SODICA's prices are exclusive of taxes and in Euros. As the tariffs are subject to changes in the cost of raw materials, they may be updated at any time. The products are invoiced on the basis of the prices in force on the day of the order plus the duties, taxes and fees applicable on the day of delivery. In the event of a sale under suspension of duties or taxes, the Customer shall provide SODICA, within the required timeframe, with all documents justifying the discharge of the suspension system. The Customer undertakes to reimburse SODICA, upon request, for any duties, taxes or fees of any kind that the latter may have had to pay as a result of the failure to discharge the suspension system, or of any irregularity in such discharge, regardless of any additional damages for the loss suffered by SODICA as a result of having discharged them.

Despite SODICA's best efforts to be vigilant, it is possible that some products on the website may contain a pricing error. SODICA will check the price at the time of processing the customer's order and before any invoicing. If it proves that SODICA has made a mistake in the display of the price, and that the real price is higher than the price displayed on the website, SODICA will contact the customer to ask him/her if he/she wishes to buy the product at its real price or if he/she prefers to cancel his/her order without any costs. If the actual price is lower than the displayed price, SODICA will charge the lower amount and send the product.

 

Our invoices are payable in cash with the order, net without discount. Unless otherwise agreed, all sales by SODICA are subject to a payment term of 30 days following the date of issue of the invoice.

In the event that SODICA grants the Customer a different payment term, it is acknowledged that SODICA may terminate this at its discretion at any time and without notice. If SODICA has objective reasons to conclude that the Customer's financial situation is weakening or becoming unsatisfactory, or in the event of a delay or incident of payment, it may require the Customer to provide adequate guarantees, including advance payments, for the timely payment of future deliveries, failing which SODICA may suspend its supply obligations.

The payment terms cannot be delayed for any reason whatsoever, even due to disputes, and no claim relating to the quality of goods is grounds for suspending payment of the latter.

Any delay in payment shall automatically entail the application, without prior notice, of a penalty equal to the interest rate applied by the ECB to its most recent refinancing operation plus 10 percentage points. In the event of late payment, SODICA reserves the right to suspend all pending deliveries and orders, without prejudice to any other course of action.

The Customer shall reimburse all costs incurred in the collection of the amounts due, including lawyers' fees and debt collection agency fees. The amount of the fixed compensation for collection costs automatically due to the creditor in the event of late payment is 40 euros, unless higher costs are justified.

 

It is expressly agreed between SODICA and the Customer that the transfer of ownership of the product is suspended until full payment of the price in principal and related charges. In the event of non-payment by the Customer, SODICA may demand the return of the goods at the Customer's expense and risk by registered letter with acknowledgement of receipt.

In the event of the Customer's receivership or liquidation, SODICA may claim ownership of the goods sold within three months following the publication of the judgement opening the proceedings in accordance with Articles L. 624-9 et seq. of the Code de commerce (French Commercial Code).

 

All products sold by SODICA, subject to presentation of proof of purchase including the SODICA order number and recognition by SODICA of their defective nature, benefit from a one-year warranty from the date of dispatch.

Under this warranty, SODICA undertakes to replace or reimburse the product or the element recognised as defective, to the exclusion of any compensation. SODICA reserves the right not to take back the product or the element recognised as defective. If the product is returned, SODICA shall bear the return costs.

Not covered by this warranty:

(i) Installation or assembly defects

(ii) Modifications to the product not intended or specified by SODICA or the manufacturer

(iii) Defects arising from abnormal use of the product or use not in accordance with the purpose for which the product was intended

(iv) Malfunctions due to normal wear and tear of the product and replacement of accessories, wearing parts and consumables

(v) Defects and/or damage due to any external cause and their consequences.

 

SODICA is the sole owner of the content present or made available through its website and its broadcasts, such as texts, graphics, logos, images, illustrations, as well as of all reproduction and other rights related to them, within the limits of any rights held by third parties. These data are protected by intellectual property, copyright and database protection law.

The Customer shall refrain from copying, publishing or disseminating, in any manner whatsoever, such data and, more generally, from infringing directly, indirectly or through the intermediary of third parties with which it is associated, the reproduction and other rights held by SODICA or by a company in the group to which SODICA belongs. Any reproduction by the Customer of such data must be subject to the prior express written consent of SODICA.

 

Delays or non-execution of orders resulting from force majeure shall not give rise to compensation. The provisions of this Article shall not, however, relieve either party of the obligation to pay to the other any sum due from it. Any event beyond the control of SODICA or one of its suppliers, subcontractors or carriers, such as, but not limited to, the following, shall constitute force majeure: governmental decision, embargo, war, hostilities, attacks, civil unrest, sabotage, fire, floods, exceptional weather conditions, natural disaster, explosion, epidemics, total or partial confinement, quarantine, disruptions in the supply of normally reliable sources (including the supply of electricity, water, fuel or others), total or partial strike, lock-out and social movements.

 

SODICA's liability is expressly limited to the resale of products guaranteed by the manufacturer to comply with the law, regardless of their packaging. SODICA performs its services with all possible care as is customary in its profession, and is bound only by an obligation of means and not by a performance obligation, with the purchaser remaining entirely responsible for the use or implementation of the products. The Customer's attention is drawn to the need: (i) to use the products purchased only for the purpose(s) authorised by the manufacturer, (ii) to ensure before any installation that the goods delivered correspond to the order.

SODICA shall not be liable for the actions of third parties, nor for indirect damages such as, in particular, operating losses, commercial damages, loss of customers, loss of orders, any commercial disturbance whatsoever, loss of profit, or damage to the brand image.

In the event of direct damage, the compensation that may be claimed from SODICA is limited to the amount, excluding taxes, paid by the customer for the order in question.

 

SODICA undertakes to comply with the regulations in force applicable to the processing of personal data, in particular the General Regulation (EU) 2016/679 on the protection of personal data (GDPR) and the Act of 6 January 1978 on Data Processing, Data Files and Individual Liberties (French Data Processing Act) in its updated version.

The information collected on the Customer is subject to computer processing and is intended to be integrated into the customer accounts opened with SODICA. The data is used to manage the commercial relationship and to improve the quality of its services, as well as for advertising and prospecting purposes. This information may be communicated to SODICA's commercial and banking partners in charge of processing and delivering orders and to other affiliates of the OTIS group. In accordance with the law, the interested party has the right to access and rectify personal data concerning him/her by writing to SODICA 5 Allée des Barbanniers - 92230 Gennevilliers France or by email: info@sodica.fr.

 

The parties agree that their relationship shall be governed by French law, excluding provisions relating to conflicts of law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 

The Commercial Court of Paris shall have sole jurisdiction to settle any dispute between the parties which they are unable to resolve amicably.